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GENERAL TERMS AND CONDITIONS OF MT.DERM GmbH .GENERAL 111 Our deliveries and services shall be carried out exclusively on the basis of the following terms and conditions, which shall become the content of the individual contracts. (2) Even if not explicitly rejected, none of the Buyer's deviating terms and conditions shall constitute part of the contract. 131 MT.DERM a written confirmation of an order or its provision of a delivery and service together with Its unconditional acceptance by the Buyer shall suffice for the inclusion of these GTE in the respective contractual relationship. 141 General terms and conditions of business of the Buyer conflicting with or deviating from MT.DERM'a terms and conditions shalt only apply if MTDERM expressly consents to them in writing. II. ORDER PLACEMENT If 1 MT.DERM'a offers shall be binding for a period of 4 weeks unless otherwise stated. 121 A delivery contract shall only materialise upon our written order confirmation, which shalt be decisive regarding the content and scope of the delivery, or if MLDERM has sent the goods to the Buyer with an invoice. III. PRICES (11 Prices are net ex works li.e. excluding customs duties and charges] plus transport and packaging costs. 121 Prices are non-binding unfit the invoice is Issued. IV. PAYMENT hl The purchase pn<e shall be paid in advance, unless other payment terms have been agreed. 121 Any default interest shall he char- ged at the usual bank interest rate, but with at least eight percent p. a. above the respective base interest rate of the European Central Bank. (3) Pay- ment instructions, cheques and bills of exchange shall only accepted as payment after special agreement and taking into account all collection and discount charges. 141 In the event of export, alt bank and letter of credit charges shall be borne by the Buyer. 151 Offsetting by the Buyer may only lake place if its counterclaims are legally binding and indisputably acknowledged by MT.DERM. (6) If doubt arises concerning the Buyers creditworthiness, all MT.DERM a outstanding claims shall immediately felt due and payable. In such cases, MTDERM shall be entitled to withdraw from the contract immediately or to demand compensation from the Buyer for non-performance. V. DELIVERY TIME (I I Delivery dates and delivery periods are not binding. 121 Delivery periods shall begin on the date of order confirmation, but not before the Buyer has fulfilled any advance payment obligations. 131 They shalt end on the day when the goods leave the factory or readiness for des- patch Is communicated. 141 The delivery period shall be extended in the event of a force majeure event. 151 MTDERM may withdraw from the contract concluded if production is slopped or the performance of the contract is rendered unreasonable in the event of force majeure. 161 The Buyer shaltbe informed of the start and end of such impediments as soon as possible. 17) In the event of a breach of contract on the Buyer's part, MT.DERM shall be released from its obligation to deliver. 181 Ni shall be entitled to make partial deliveries. VI. SHIPPING AND TRANSFER OF RISKS 111 Delivery shall be ex works al the Buyer's expense and risk (Incoterms 2010 1 clausel. (2) It the delay n shipping is attributable to the Buyer. the risk shall be deemed to have passed to the Buyer on the day when the shipment is ready for shipment. 131 MT.DERM shall have the right to store the goods at the Buyer s expense and risk, whereby the date of storage shall constitute the delivery date. 141 In the event of transport damage, the Buyer shall immediately cause a factual report to be drafted. VII. DATA PROTECTION (1) MT.DERM is expressly entitled to process and store the Seller's data for its own purposes. 121 This consent may be re- voked at any lime for future processing. (3) Data cannot be deleted. VIII. RETENTION OF TITLE HI The delivered goods shalt remain MLDERM's property until all claims [including claims for damages) have been satisfied in full. 121 The goods may not he pledged or assigned as security before final payment without MT.DERM's consent. (3) The Buyer may re- sell the reserved goods in the normal course of business. but shall assign to MT.DERM all claims arising out of the resale of the reserved goods. 141 If the Buyer fads to fuftd its payment obligation to MTDERM, MTDERM may revoke the authorization granted and enforce the security interest. 5) If the Buyer combines goods subject to reservation of title with other goods, MTDERM shall be entitled to joint ownership of the new goods, in pro- portion to the relationship between the accounting value of the goods subject to reservation of title and the accounting value of the chorused goods. 6) Drawings, drafts, samples, manufacturers Instructions and other documents made available to the Buyer for the orders execution shalt remain MT.DERM's property. 17) These drawings, drafts, samples, manufacturer's instructions and other documents may only be used, reproduced or made available to third parties for purposes other than those agreed in the contract with MT.DERM a express written consent. lel The Buyer shall return drawings, drafts, samples, manufacturer's Instructions and other documents at its own expense within fourteen working days after completion of the evaluation and after the order has been placed. 171 Otherwise the Buyer shall be invoiced for samples and product samples at the current price. A right of retention on the Buyers part is excluded In this respect. X. WARRANTY (1) MT.DERM warrants that the contractual products are free from defects in material and workmanship for a period of two years from the date of transferof risk. (2) The Buyer shall report patent defects in the delivered goods and incorrect deliveries to MT.DERM in writing within three days of (he goods receipt at the destination, and Latent defects upon their discovery. 131 If the Buyer fails to give notice of defects in due time, the goods shalt be deemed accepted by the Buyer and warranty claims shall be excluded in this case. The Buyer shalt only send the goods complained about to our complaints department for inspection after prior approval by MTDERM together with the inspection report in the original packaging. 141 If the complaint is justified, a replacement delivery or rectification of defects shalt be carried out free of charge. (51 In the event of a replacement delivery, the Buyershall return the defective goods. 161 The Buyer may exercise Its statutory warranty rights iia repairor replacement delivery proves impossible or unacceptable. 171 The above provisions shall not apply to damage caused as a result of Improper use, improper maintenance, incorrect use, assembly, repair or maintenance by the Buyer or third parties or through natural wear and tear. X. QUANTITY DIFFERENCES 111 Complaints due to quantity differences shall he reported in writing immediately, at the latest within three working days of the goods' receipt at the destination. 121 If there was a delivery shortfall, a subsequent delivery shall be made or a credit note for the value of the missing quantity shall be issued. XI. RESALE FOR EXPORT 111 If the goods are resold for export, the Buyer shalt ensure that the new and any additional buyers receive all the user manuals and operating instructions pertaining to the purchased goods and the quality labels and trademarks assigned to it, as well as information about known characteristics of the goods. 12I The Buyer shall cause translations to be made if required. 131 The Seller shall he responsible for all Legal and other deviations with respect to the conditions in the Federal Republic of Germany. XII. LIABILITY (11 MT.DERM shall be liable for intentional acts and gross negligence as well as for breaches of a material contractual obligation. 121 Liability shall be Limited to Legal representation and executive vicarious agents. 131 Liability for acts of non-executive vicarious agents is excluded. [41 MT.DERM shall be Liable in the event of an intentional breach of obligations which is decisive for the performance of the contract (breach of a material contractual obligation] and which is not foreseeable and typical for the contract. (5) MT.DERM shalt not be Liable for initial impossibility or for normal and slight negligence on the part of its organs and executive staff. (61 Claims for compensation shall Lapse one year from the start of the statutory Limitation period. (7) This does not apply to claims in tort. XIII. FINAL PROVISIONS (1) Berlin shalt be the place of performance for delivery and payment. 121 German law shalt apply, with the express exclusi- on of the UN Convention on Contracts for the International Sale of Goods. (3) Berlin shall he the exclusive place of jurisdiction. (4) Changes to the GTC shall be made in writing. 151 If individual provisions of these GTC are or become invalid, this shat[ not affect the validity of the remaining provisions. (6) In this event, the contracting parties shall cooperate in the creation of provisions through which a result that comes as close as possible to the ineffective prevision shalt become legally effective. MTDERM GmbH Gustav-Krone-S[r.314167 Berlin I Germany Berlin, 30'" April 2018